EXHIBIT 2.2
[LETTERHEAD OF S&P DOW ▇▇▇▇▇ INDICES]
ORDER SCHEDULE NUMBER 5
INDEX IP
This Order Schedule ("Order Schedule") entered into as of the Commencement Date
set forth below by and between S&P (as set forth herein) and Licensee (as set
forth below), is issued pursuant to, and incorporates herein, the Master Index
License Agreement by and between Invesco Ltd. and S&P Opco, LLC (a subsidiary of
S&P Dow ▇▇▇▇▇ Indices LLC), a Delaware limited liability company ("S&P"), dated
as of the Effective Date set forth below ("Agreement"). Terms used herein and
not otherwise defined have the meanings ascribed to them in the Agreement.
Licensee: Invesco Capital Markets, Inc.
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Effective Date of the S&P Contract No. of the
Agreement: June 1, 2010 Agreement:
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S&P Client Coverage
Representative: S&P Account No.:
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1. Commencement Date: December 20, 2013
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2. Billing Commencement Date (if different from
Commencement Date): February 3, 2014
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3. Term (ss3A of the Agreement):
(a) Initial Term (from Commencement Date): One (1) year
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(b) ▇▇▇▇▇▇▇ ▇▇▇▇ (if not one (1) year): One (1) year
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4. Index: See description of the Index on the attached Exhibit A.
5. Marks: See description of the Marks on the attached Exhibit A.
6. Product: See description of Indexed Funds on the attached Exhibit B.
7. Territory (list country/region/global): United States
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8. Use and Restrictions on Use: See Use and Restrictions on Use on the attached Exhibit C.
9. License Fees: See License Fees on the attached Exhibit D.
10. Informational Materials (pursuant to ss6 of the
Agreement):
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Email (if less than 5 mb in attachment size):
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Order Schedule No. 5 (Index IP)
Where S&P's approval pursuant to this Section 10 and Section
6 of the Agreement is with respect to the English version,
Licensee shall make accurate corresponding changes to
versions in other languages. Licensee shall submit to S&P
the final version of the approved Informational Material in
hard copy within ten (10) days following printing.
Time frame for S&P response: Forty-eight (48) hours (excluding Saturday, Sunday and New
York Stock Exchange Holidays, and calendar holidays of the
Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET)).
11. Notices (in addition to ss12(J) of the Agreement):
Notice to Licensee: Notice to S&P:
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Invesco Capital Markets, Inc. S&P Opco, LLC
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3500 Lacey Road, Suite 700 c/o S&P Dow ▇▇▇▇▇ Indices LLC
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Downers Grove, IL 60515 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Floor
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New York, New York 10041
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Attention: ▇▇▇▇ ▇▇▇▇▇▇▇ Attention: ▇▇ ▇▇▇▇▇, Managing Director
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12. Electronic Agreement Subject to the Opt Out provision (Section 13 below), the
parties agree that the electronic copy of this Order
Schedule retained by S&P constitutes the "original",
complete and exclusive statement of this Order Schedule, and
that no paper copy of this Order Schedule (including any
paper copy retained by Licensee) may be claimed to be the
document memorializing this Order Schedule.
13. Electronic Agreement "Opt Out": [ ] Check here if a party executing this Order Schedule
does not consent to the electronic copy of this Order
Schedule serving as the "original" pursuant to Section 12
above and requires that the original Order Schedule be
maintained in paper form. This section shall survive
termination of the Order Schedule.
This Order Schedule, including the accompanying Exhibits, supersedes all
previous Order Schedules between the parties with respect to its subject matter.
Each of the undersigned acknowledges that he/she is authorized to execute this
Order Schedule on behalf of Licensee and S&P, respectively. The signatures below
are evidence of each party's agreement to be bound by the terms and conditions
of this Order Schedule and the Agreement, the terms and conditions of which are
incorporated herein by reference as if set forth at length. Where Licensee is
not a party to the Agreement, Licensee expressly acknowledges and agrees that,
by entering into this Order Schedule, it shall be bound by and shall comply in
all respects with the terms and conditions contained in the Agreement. In the
event of any conflict between the terms of the Agreement and the terms of this
Order Schedule, the terms of this Order Schedule shall prevail with respect to
such conflicting terms.
[No further text on this page; signature page follows.]
Order Schedule No. 5 (Index IP)
INVESCO CAPITAL MARKETS, INC. S&P OPCO, LLC
Signature: Signature:
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Name: Name:
(Please print)
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Title: Title:
(Please print)
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Email: Date:
(Please print) (Please print)
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Date:
(Please print)
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Order Schedule No. 5 (Index IP)
EXHIBIT A
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INDICES
MARKS
No license is granted to any sub-index including any GICS[R] level sub-indices
such as sector, industry group, industry, or sub-industry indices.
Index:
S&P Europe 350 Dividend Aristocrats
▇▇▇▇▇:
S&P[R]
S&P Europe 350 Dividend Aristocrats[TM]
Dividend Aristocrats[R]
S&P Europe 350[TM]
Third Party Licensor Trademarks (and respective Third Party Licensor(s)):
The above-referenced marks marked [R] are registered trademarks of Standard &
Poor's Financial Services LLC, an affiliate of S&P. The marks marked [TM] are
trademarks of S&P Dow ▇▇▇▇▇ Indices LLC and/or its affiliates.
Order Schedule No. 5 (Index IP)
EXHIBIT B
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DESCRIPTION OF THE LICENSEE PRODUCT(S)
1. Subject to the terms and conditions of this Order Schedule and the Agreement,
Licensee is hereby authorized to create the following Product(s):
Unit Investment Trust or UIT: an investment company registered with the
Securities and Exchange Commission that offers a fixed, unmanaged portfolio of
stocks based on the Index as redeemable "units" to investors for a specific
period of time. UITs are regulated primarily under the Investment Company Act of
1940. In no event may the UIT be listed for trading on an Organized Securities
Market (defined below).
2. Exclusions: In no event may any Product constitute an exchange-traded fund
(ETF), exchange-traded note (ETN), futures contract, or an option on a futures
contract as determined by S&P in its sole discretion.
3. Definitions; Interpretation.
3.1. An "Organized Securities Market" means any broker dealer, automated
quotation system of a registered securities association, exchange, or other
entity or organization located in any part of the world that (i) is subject to
regulation as an exchange under applicable laws, rules or regulations of its
jurisdiction; or (ii) acts in an exchange-like capacity, with or without a
recognized status or formal exemptive or no-action relief from the applicable
government or regulatory authority in its jurisdiction, by virtue of it, as
principal or agent, acting on a regular basis as an intermediary between buyers
and sellers, or constituting, maintaining or providing a market place or
facilities for bringing together buyers and sellers or for otherwise performing
the functions commonly provided by an exchange; through the medium or with the
assistance of which Financial Instruments (as defined herein) are offered,
traded, listed, purchased, sold, crossed, exchanged, or cleared. "Financial
Instruments" means commodities, securities, and derivatives of all types,
including, without limitation, stocks and other equity instruments, bonds and
other debt instruments, commodities and futures, forwards, swaps, and options
that derive their value from bonds, equities, commodities or indices thereof.
Order Schedule No. 5 (Index IP)
EXHIBIT C
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USE AND RESTRICTIONS ON USE
1. Sub-Advisory Services. Licensee shall not use the Index or Marks to perform
any sub-advisory services for any third party under this Order Schedule without
S&P's prior written consent. If S&P provides such consent, then Licensee shall
provide S&P with a list of such third parties along with any usage reports as
required under Exhibit D attached hereto.
2. Index Data. Licensee agrees and acknowledges that the provision of Index
related data (e.g. index levels, index constituents, constituent weights, etc.)
to Licensee will be contracted under and governed by the relevant S&P data
license agreement (the "MSA"), which is separate from this Agreement and Order
Schedule, and separate fees may be payable by Licensee to S&P or its affiliates
under the MSA. S&P distributes Index data directly to its clients via FTP and
via third party vendors. Certain third party vendors charge S&P to distribute
Index data on their platform. Licensee agrees and acknowledges that such charges
may be passed through to Licensee if S&P distributes Index data via such vendor
at Licensee's direction. Any such charges as of the Commencement Date are set
forth in Exhibit D.
3. Post-Termination Use of Printed Materials. Upon termination of this Order
Schedule pursuant to Section 3A of Agreement and provided S&P's agreement(s)
with the applicable third party licensor(s) permits, Licensee may continue to
utilize any previously printed Informational Materials which contain the Marks
for a period of ninety (90) days following such termination. This paragraph
shall survive termination of this Order Schedule.
4. Products Outstanding Post-Termination. Upon termination of this Order
Schedule pursuant to Section 3A of Agreement and provided S&P's agreement(s)
with the applicable third party licensor(s) permits, any Product(s) (except
Indexed Funds) outstanding on such termination date may continue to be
outstanding, transferred, liquidated, terminated, expire, and/or mature in
accordance with their respective terms, and Licensee may continue to use the
Index and Marks in connection with such outstanding Product(s) during such
post-termination period. Licensee shall cease all other use of the Index and the
Marks and Licensee is prohibited from marketing or otherwise promoting the
Product(s) in question. The foregoing is subject to Licensee's compliance with
all other terms and conditions contained in the Agreement and this Order
Schedule (including Licensee's continued payment of fees). Licensee shall notify
S&P in writing of all Products outstanding within thirty (30) days following
termination of the applicable Order Schedule; thereafter, Licensee shall notify
S&P in writing of termination of the applicable Product(s) within thirty (30)
days of termination of such Product(s). This paragraph shall survive the
termination of this Order Schedule.
5. Trademark Notices; Disclaimers; Limitations of Liability.
5.1 For purposes of this Order Schedule, the trademark notice and
disclaimer set forth in Section 7A of the Agreement is deleted and replaced with
the following.
S&P[R] is a registered trademarks of Standard & Poor's Financial
Services LLC and has been licensed for use by S&P Dow ▇▇▇▇▇ Indices
LLC and sublicensed for certain purposes by [Licensee]. S&P Europe 350
Dividend Aristocrats[TM] is a trademarks of S&P Dow ▇▇▇▇▇ Indices LLC
or its affiliates. The S&P Europe 350 Dividend Aristocrat index is a
product of S&P Dow ▇▇▇▇▇ Indices LLC, and have been licensed for use
by [Licensee]. [Licensee]'s [Product(s)] is not sponsored, endorsed,
sold or promoted by S&P Dow ▇▇▇▇▇ Indices LLC or its affiliates and
none of S&P Dow ▇▇▇▇▇ Indices LLC or its affiliates make any
representation regarding the advisability of investing in such
product(s).
5.2 For purposes of this Order Schedule, the disclaimers and limitations of
liability set forth in Section 9B of the Agreement is deleted and replaced with
the following.
S&P[R] is a registered trademarks of Standard & Poor's Financial
Services LLC and has been licensed for use by S&P Dow ▇▇▇▇▇ Indices
LLC and sublicensed for certain purposes by [Licensee]. S&P Europe 350
Dividend Aristocrat[TM][R] is a trademark of S&P Dow ▇▇▇▇▇ Indices LLC
or its affiliates. The S&P Europe 350 Dividend Aristocrats index (the
"Index") is a product of S&P Dow ▇▇▇▇▇ Indices LLC, and have been
licensed for use by [Licensee].
[Licensee]'s [Product(s)] is not sponsored, endorsed, sold or promoted
by S&P Dow ▇▇▇▇▇ Indices LLC or its affiliates (together, "S&P Dow
▇▇▇▇▇ Indices"). S&P Dow ▇▇▇▇▇ Indices does not make any
representation or warranty, express or implied, to the owners of the
[Licensee's
Order Schedule No. 5 (Index IP)
Product(s)] or any member of the public regarding the advisability of
investing in securities generally or in [Licensee's Product(s)]
particularly or the ability of the Index to track general market
performance. S&P Dow ▇▇▇▇▇ Indices' only relationship to [Licensee]
with respect to the Index is the licensing of the Index and certain
trademarks, service marks and/or trade names of S&P Dow ▇▇▇▇▇ Indices.
The Index is determined, composed and calculated by S&P Dow ▇▇▇▇▇
Indices without regard to [Licensee] or the [Licensee's Product(s)].
S&P Dow ▇▇▇▇▇ Indices has no obligation to take the needs of
[Licensee] or the owners of [Licensee's Product(s)] into consideration
in determining, composing or calculating the Index. S&P Dow ▇▇▇▇▇
Indices is not responsible for and has not participated in the
determination of the prices, and amount of [Licensee's Product(s)] or
the timing of the issuance or sale of [Licensee's Product(s)] or in
the determination or calculation of the equation by which [Licensee's
Product(s)] is to be [INSERT mechanics: converted into cash, cash
surrendered, redeemed, etc. as applicable]. S&P Dow ▇▇▇▇▇ Indices has
no obligation or liability in connection with the administration,
marketing or trading of [Licensee's Product(s)]. There is no assurance
that investment products based on the Index will accurately track
index performance or provide positive investment returns. S&P Dow
▇▇▇▇▇ Indices LLC is not an investment advisor. Inclusion of a
security within an index is not a recommendation by S&P Dow ▇▇▇▇▇
Indices to buy, sell, or hold such security, nor is it considered to
be investment advice. [For Products based on indexes used by CME as
the basis of futures contracts, insert the following: Notwithstanding
the foregoing, CME Group Inc. and its affiliates may independently
issue and/or sponsor financial products unrelated to [Licensee's
Product(s)] currently being issued by [Licensee], but which may be
similar to and competitive with [Licensee's Product(s)]. In addition,
CME Group Inc. and its affiliates may trade financial products which
are linked to the performance of the Index. It is possible that this
trading activity will affect the value of the Index and [Licensee's
Product(s)].]
S&P DOW ▇▇▇▇▇ INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY,
TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED
THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR
WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH
RESPECT THERETO. S&P DOW ▇▇▇▇▇ INDICES SHALL NOT BE SUBJECT TO ANY
DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P
DOW ▇▇▇▇▇ INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY
[LICENSEE], OWNERS OF THE [LICENSEE'S PRODUCT(S)], OR ANY OTHER PERSON
OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA
RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
WHATSOEVER SHALL S&P DOW ▇▇▇▇▇ INDICES BE LIABLE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT
NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR
GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.
THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR
ARRANGEMENTS BETWEEN S&P DOW ▇▇▇▇▇ INDICES AND [LICENSEE], OTHER THAN
THE LICENSORS OF S&P DOW ▇▇▇▇▇ INDICES.
Order Schedule No. 5 (Index IP)
EXHIBIT D
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FEES
1. License Fees. _____________________.
2. Reporting. Licensee shall report to S&P the following details related to
each Product within thirty (30) days of the public offering of such Product:
(i) name of Product; (ii) date of public offering; (ii) daily assets under
management as of the public offering; and (iii) any other information S&P
reasonably requires. Licensee shall submit all reports outlined in this Section
to S&P in the same manner as Informational Materials as described in Section 6
of the Agreement and Section 10 hereof.
3. Confidentiality. The parties agree that the fees set forth in this Exhibit
D shall be considered "Confidential Information" for purposes of Section 12(C)
of the Agreement.
4. Fee Increases. S&P reserves the right to increase its fees under this Order
Schedule effective on the anniversary of the Commencement Date by providing at
least sixty (60) days advance written notice to Licensee prior to the
expiration of the Term then in effect.
5. Licensee Billing Contact:
Attn:
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Tel:
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Email:
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Address:
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